A
corporate
liquidation
should
be
considered
at
two
levels,
the
shareholder
level
and
the
corporate
level.
On
the
shareholder
level,
a
complete
liquidation
can
be
thought
of
as
a
sale
of
all
outstanding
corporate
stock
held
by
the
shareholders
in
exchange
for
all
of
the
assets
in
that
corporation.
Like
any
sale
of
stock,
the
shareholder
receives
capital
gain
treatment
on
the
difference
between
the
amount
received
by
the
shareholder
in
the
distribution
and
the
cost
or
other
basis
of
the
stock.
At
the
corporate
level,
the
corporation
recognizes
gain
or
loss
on
the
liquidation
in
an
amount
equal
to
the
difference
between
the
fair
market
value
and
the
adjusted
basis
of
the
assets
distributed.

Some
corporations
adopt
plans
of
liquidation
which
on
the
surface
appear
to
meet
the
various
statutory
requirements
for
liquidations.
When
the
substance
of
these
transactions
is
analyzed,
however,
the
liquidations
may
actually
be
corporate
reorganizations
or
other
schemes
which
have
been
devised
for
the
purpose
of
tax
avoidance.

The
purpose
of
this
chapter
is
to
assist
revenue
agents
in
identifying
issues
related
to
such
liquidation
transactions.
The
following
audit
techniques
are
not
intended
as
an
exhaustive
list,
but
rather,
as
guidance
to
the
identification
and
development
of
some
of
the
more
common
issues.
Once
an
issue
is
identified
the
examiner
should
conduct
further
research.

4.11.7.3
(12-01-2004)
Filing
Requirements

In
cases
involving
the
examination
of
a
liquidated
corporation
or
its
shareholders,
the
following
steps
should
be
taken
to
ensure
that
all
filing
requirements
have
been
met:

Check
whether
Forms
1099-DIV
were
filed
for
all
shareholders
receiving
distributions
in
the
amount
of
$600
or
more
in
a
single
calendar
year.
If
not,
consider
the
applicability
of
penalties.
Examiners
are
required
to
secure
all
unfiled
Forms
1099
and
process
them
through
the
Submission
Processing
Center.
Consideration
should
be
given
to
coordinating
with
Planning
and
Special
Programs
(PSP)
to
determine
whether
a
project
should
be
started
on
the
individual
recipients
of
the
Form
1099
income.
Generally,
these
cases
are
best
worked
by
correspondence
or
by
office
examination.

If
dividends
were
paid
to
foreign
parties,
verify
that
Form
1042
was
filed.

Verify
that
Form
966,
Corporate
Dissolution
or
Liquidation,
was
properly
filed
and
inspect
the
form.

In
Rev.
Proc.
90-52
the
Service
issued
a
checklist
questionnaire
detailing
the
information
to
be
included
by
taxpayers
in
submitting
ruling
requests
for
liquidation
of
subsidiaries
under
IRC
section
332.
Examiners
may
wish
to
refer
to
the
checklist
as
an
information
source
when
examining
cases
involving
liquidation
issues.

Rev.
Rul.
71-129
states
that
a
corporation
that
has
completed
liquidation
is
considered
dissolved,
and
must
file
its
return
and
pay
the
tax
due
thereon
for
the
short
period
on
or
before
the
fifteenth
day
of
the
third
full
month
following
the
dissolution.

The
following
documents
are
typically
prepared
by
corporations
in
the
process
of
liquidating.
The
examiner
should
request
these
documents
and
inspect
them
for
any
irregularities/unusual
items:

•

A
resolution
adopted
by
directors
recommending
corporate
liquidation;

•

A
resolution
adopted
by
shareholders
approving
the
directors'
recommendation;

•

A
resolution
adopted
by
directors
authorizing
the
directors
and
officers
to
take
all
necessary
steps
to
carry
out
the
plan
of
complete
liquidation;

•

The
plan
of
complete
liquidation;

•

The
corporation's
final
tax
returns;
and

•

Statements
furnished
to
shareholders
detailing
the
fair
market
values
of
the
assets
that
were
distributed
to
the
shareholders.

4.11.7.4
(12-01-2004)
Definition
of
"Complete
Liquidation"

"Complete
liquidation"
is
a
term
not
defined
by
the
Code.
The
regulations
under
IRC
section
332
suggest
that
the
status
of
liquidation
exists
when
the
corporation
ceases
to
be
a
going
concern
and
its
activities
are
merely
for
the
purpose
of
winding
up
its
affairs,
paying
its
debts,
and
distributing
any
remaining
balance
to
its
shareholders.
The
Tax
Court
applies
a
three-pronged
test
to
determine
whether
a
complete
liquidation
has
taken
place
(see
Joseph
Olmstead
v.
Commissioner
T.C.
Memo
1984-381):

Was
there
a
manifest
intent
to
liquidate?

Was
there
a
continuing
purpose
to
terminate
corporate
affairs
and
dissolve?

Were
the
corporate
activities
directed
and
confined
to
that
purpose?

Dissolution
under
state
law
or
lack
thereof
will
not
be
controlling
for
federal
tax
purposes.
Intent
coupled
with
actual
distributions
to
the
shareholders
are
the
usual
determining
elements.

IRC
section
346(a)
allows
for
a
series
of
distributions
pursuant
to
a
plan
of
liquidation
to
be
treated
as
being
part
of
a
complete
liquidation.
If
the
plan
is
not
formal
or
is
ambiguous,
there
may
be
uncertainty
as
to
which
distributions
are
made
pursuant
to
the
plan.
Distributions
made
before
there
is
evidence
to
support
an
intention
to
liquidate
should
be
taxable
as
dividends
(ordinary
income
to
a
shareholder).

The
determination
as
to
whether
and/or
when
a
corporation
has
liquidated
is
a
question
of
fact.
Proof
of
a
distribution
in
complete
liquidation
not
only
depends
on
an
intent
to
liquidate
but
also
requires
acts
which
demonstrate
and
effect
that
intent.

A
corporation
in
existence
during
any
portion
of
a
taxable
year
is
required
to
make
a
return.
If
a
corporation
was
not
in
existence
throughout
an
annual
accounting
period
(either
calendar
year
or
fiscal
year),
the
corporation
is
required
to
make
a
return
for
that
fractional
part
of
a
year
during
which
it
was
in
existence.
A
corporation
is
not
in
existence
after
it
ceases
business
and
dissolves,
retaining
no
assets,
whether
or
not
under
State
law
it
may
thereafter
be
treated
as
continuing
as
a
corporation
for
certain
limited
purposes
connected
with
winding
up
its
affairs,
such
as
for
the
purposes
of
suing
and
being
sued.
If
the
corporation
has
valuable
claims
for
which
it
will
bring
suit
during
this
period,
it
has
retained
assets
and
therefore
continues
to
exist.
A
corporation
does
not
go
out
of
existence
if
it
is
turned
over
to
receivers
or
trustees
who
continue
to
operate
it.

4.11.7.5
(12-01-2004)
Shareholder's
Gain
or
Loss

As
a
general
rule,
the
fair
market
value
of
property
received
by
a
shareholder
via
a
corporate
liquidation
less
the
stock's
adjusted
basis
represents
the
gain
or
loss
to
the
shareholder
as
governed
by
IRC
section
1001(a).

The
following
are
some
potential
issues
which
might
be
encountered
by
examiners
involving
shareholder
gain
or
loss:

TIMING
OF
LOSS
RECOGNITION
BY
SHAREHOLDER
-
When
a
shareholder
receives
a
series
of
distributions
in
liquidation,
gain
is
recognized
once
all
of
the
shareholder's
stock
basis
is
recovered.
A
loss,
however,
will
not
be
recognized
until
the
final
distribution
is
received
[see
Rev.
Rul.
69-334,
1969-1
C.B.
98,
Rev.
Rul.
68–348,
1968–2
C.B.
126,
and
Ethel
M.
Schmidt,
55
T.C.
335
(1970)].

UNVALUED
ASSETS
-
A
taxpayer
may
advance
the
position
that
contingent
contract
rights/disputed
claims/mineral
royalties,
etc.,
should
not
be
recognized
because
an
accurate
valuation
cannot
be
ascertained
[see
Burnet
v.
Logan,
283
U.S.
404
(1931)].
Consideration
should
be
given
to
referring
the
valuation
of
contingent
claims
to
an
IRS
engineer
and/or
to
obtaining
an
appraisal.
It
is
rare
when
an
asset
cannot
be
valued.

DISTRIBUTIONS
WITH
UNKNOWN
LIABILITIES
-
If
the
amount
of
a
liability
distributed
is
unknown
at
the
time
of
distribution,
or
so
speculative
that
it
is
properly
disregarded
in
computing
a
shareholder's
gain/loss
on
liquidation,
any
subsequent
payment
of
the
debt
by
the
shareholder
should
be
a
capital
and
not
an
ordinary
loss.
This
is
based
upon
the
theory
that
the
original
capital
gain
on
the
liquidation
was
overstated
[see
Arrowsmith
,
344
U.S.
6
(1952)].

DIVIDEND
INCOME
-
A
dividend
is
defined
in
section
301.
IRC
section
331(b)
holds
that
IRC
section
301
will
not
apply
to
a
liquidating
distribution.

IRC
SECTION
1244
STOCK
LOSS
–
IRC
section
1244
provides
special
rules.
If
stock
qualifies
as
IRC
section
1244
stock
then
the
shareholder
can
claim
an
ordinary
loss
instead
of
a
capital
loss
on
the
disposition
or
worthlessness
of
the
stock.

The
requirements
of
IRC
section
1244
stock
are
as
follows:

The
stock
was
issued
by
a
domestic
corporation
which
was
a
"
small
business
corporation"
at
the
time
the
stock
was
issued;

The
stock
was
issued
by
such
corporation
for
money
or
other
property
(other
than
stock
and
securities),
and

The
aggregate
amount
received
for
the
stock
was
less
then
$1M;
and

The
corporation,
during
the
period
of
its
5
most
recent
taxable
years
ending
before
the
date
the
loss
on
such
stock
was
sustained,
derived
more
than
50
percent
of
its
aggregate
gross
receipts
from
sources
other
than
royalties,
rents,
dividends,
interests,
annuities,
and
sales
or
exchanges
of
stocks
or
securities.

For
any
taxable
year
the
aggregate
amount
treated
by
the
taxpayer
as
an
ordinary
loss
pursuant
to
IRC
section
1244
shall
not
exceed:

$50,000
or

$100,000,
in
the
case
of
a
husband
and
wife
filing
a
joint
return.

4.11.7.6
(12-01-2004)
Corporation's
Gain
or
Loss

Pursuant
to
IRC
section
336(a),
a
corporation
will
recognize
gain
or
loss
separately
on
each
asset
that
is
distributed
in
liquidation
equal
to
the
asset's
fair
market
value
less
the
asset's
adjusted
basis.
Possible
issues
include:

TAX
BENEFIT
RULE
-
RECAPTURE
OF
PRIOR
DEDUCTIONS
-
There
may
be
items
of
value
not
appearing
in
the
asset
accounts
because
they
were
expensed
or
written-off
(e.g.,
small
tools,
cattle
feed,
supplies,
etc.).
To
the
extent
that
these
items
have
a
fair
market
value
in
excess
of
their
adjusted
basis,
IRC
section
336(a)
gain
would
be
recognized.
Prior
to
the
1986
legislative
change
in
IRC
section
336,
the
tax
benefit
doctrine
was
invoked
to
recapture
those
prior
deductions
[Hillsboro
National
Bank
v.
Commissioner
,
460
U.S.
370
(1983)].

FAIR
MARKET
VALUE
(FMV)
OF
ASSETS
-
Taxpayers
often
argue
that
book
value
approximates
fair
market
value
because
tax
depreciation
is
a
measure
of
wear
and
tear
on
an
asset.
Often,
a
fully
depreciated
asset
will
have
a
higher
fair
market
value
than
its
book
value.
For
instance,
a
fully
depreciated
luxury
auto
with
a
high
resale
value.
The
examiner
should
be
alert
to
the
possibility
that
the
FMV
of
the
assets
may
greatly
exceed
the
adjusted
basis
of
the
assets.
Therefore,
a
gain
on
disposition
should
be
computed
on
the
corporate
return
under
IRC
section
336.

CHARACTER
OF
GAIN
–
Examiners
should
ensure
the
gain
on
liquidation
has
been
properly
classified.
Frequently,
all
gain
on
liquidation
is
not
IRC
section
1231
gain.
IRC
section
1231
gain
results
in
capital
gain
treatment.
The
gain
on
liquidation
may
be
ordinary.
For
example,
gain
on
the
sale
of
inventory.

RECAPTURE
-
IRC
section
291
recapture
or
IRC
section
1245
recapture.
The
examiner
should
be
alert
to
the
possibility
of
recapturing
depreciation,
investment
credit
and
any
other
recapture
provisions
that
may
be
applicable
to
a
liquidating
corporation.
The
proper
character
of
gain
from
a
liquidating
S
corporation
is
very
important
because
the
character
of
the
gain
is
determined
at
the
entity
level
and
flows
through
to
the
shareholder’s
return.

LIQUIDATING
CORPORATION
INCOME
-
Problems
involving
the
amount
of
income
a
liquidating
corporation
will
report
during
the
year
of
liquidation
will
frequently
arise.
Many
cash-basis
corporations
will
have
substantial
accounts
receivable,
as
in
the
case
of
professional
corporations.
Although
these
receivables
may
not
appear
on
the
books,
records
of
some
type
will
exist
to
keep
track
of
billings.
If
IRC
section
336(a)
does
not
serve
as
an
argument
that
all
of
these
receivables
are
taxable
(as
in
the
case
where
the
fair
market
value
of
the
billings
is
less
than
the
face
value
of
the
receivables),
then
either
the
assignment
of
income
or
clear
reflection
of
income
doctrines
should
be
advanced.
ASSIGNMENT
OF
INCOME
DOCTRINE
-
This
provides
that
the
rights
to
receive
income
cannot
be
distributed
to
shareholders
upon
liquidation.
Since
the
corporation
is
the
one
that
rendered
the
services
for
which
customers
were
billed,
then
the
receivables
must
be
taxed
to
the
corporation
[see
J.
Ungar
Inc.
v.
Commissioner,
244
F.2d
90
(2nd
Cir.
1957)
and
Williamson
v.
United
States,
292
F.2d
524
(Ct.
Cl.,
1961)].
CLEAR
REFLECTION
OF
INCOME
DOCTRINE
-
This
argument
maintains
that
in
light
of
the
requirement
that
an
accounting
method
must
clearly
reflect
income
[IRC
section
446(b)],
an
accounting
method
that
is
acceptable
for
a
continuing
business
may
not
be
allowable
for
a
liquidating
business.
A
corporation
that
is
on
the
completed
contract
method
and
liquidates
when
a
project
is
only
partially
completed
must
include
in
income
a
percentage
of
the
profit
on
the
contract
under
the
percentage
completion
method
[Jud
Plumbing
&
Heating,
Inc.,
153
F.2d
681
(5th
Cir.
1946)].

LOSS
RECOGNITION
-
Examiners
should
be
aware
of
any
assets
being
contributed
by
shareholders
which
result
in
losses
(see
IRC
section
336(d)
for
the
"anti-stuffing"
rules).
Also,
a
liquidation
followed
by
reincorporation
of
the
working
assets
could
be
a
device
to
recognize
losses.
The
Government
has
been
successful
in
establishing
that
such
arrangements
constitute
a
reorganization.

EXPENSE
ACCRUALS
-
Any
expense
accruals
should
be
recaptured
as
income
if
they
are
forgiven
or
not
paid
pursuant
to
the
liquidation.
This
typically
occurs
with
accruals
of
interest
owed
to
commonly
controlled
entities.

4.11.7.7
(12-01-2004)
Liquidation
Expenses

Generally,
the
expenses
incurred
to
liquidate
a
corporation
are
deductible.
The
expenses
of
selling
the
assets
are
normally
charged
against
the
gain
for
each
asset.

The
following
are
exceptions
to
the
general
rules:

COSTS
OF
REORGANIZATION
-
If
the
liquidation
is
related
to
a
reorganization,
the
expenses
allocated
to
the
cost
of
the
reorganization
are
not
deductible
[see
Kingsford
Corp.
v.
Commissioner,
41
T.C.
646
(1964,
acq.
1964-2
C.B.
6)].

LIQUIDATION
COSTS
PAID
BY
SHAREHOLDERS
-
If
a
shareholder
incurs
costs
in
effecting
a
complete
or
partial
liquidation,
the
costs
should
be
classified
as
capital
expenditures.
The
costs
will
affect
the
shareholder's
gain
or
loss
upon
liquidation
(Rev.
Rul.
67-411,
1967-2
C.B.
124).

COSTS
OF
REDEEMING
STOCK
-
IRC
section
162(k)
specifically
provides
that
no
deduction
is
allowed
for
any
amount
paid
or
incurred
by
a
corporation
in
connection
with
reacquisition
of
its
stock.
This
rule
applies
to
redemptions
in
partial
liquidations
per
IRC
section
302(b)(4)
and
Income
Tax
Regulations
section
1.346-1(a)(2)
[see
Bittker
and
Eustice,
paragraph
10.07(3)].

EXPENSES
OF
ISSUING/RESELLING
STOCK
-
A
corporate
taxpayer
may
generally
write-off
organization
and
merger
expenditures
that
have
been
capitalized
over
the
life
of
the
corporation,
since
they
are
considered
worthless
at
the
date
of
liquidation.
However,
the
expenses
of
issuing
or
reselling
stock
are
never
deductible
[see
McCrory
Corp.
v.
United
States,
651
F.2d
828
(2nd
Cir.
1981)
and
Bittker
and
Eustice,
paragraph
5.04(9),
footnote
164].

ABANDONMENT
LOSSES
ON
INTANGIBLES
-
A
corporation
will
frequently
claim
abandonment
losses
on
intangibles,
such
as
leasehold
costs
and
trademarks,
upon
liquidation.
If
the
likelihood
exists
that
the
items
will
be
used
after
liquidation,
then
the
assets
are
not
considered
worthless
and
no
IRC
section
165
loss
is
available.

4.11.7.8
(12-01-2004)
S
Corporations

(1)
Pursuant
to
IRC
section
1371,
except
to
the
extent
inconsistent
with
Subchapter
S,
all
provisions
of
Subchapter
C
(dealing
with
C
corporations)
will
apply
to
S
corporations.
Therefore,
under
IRC
section
336(a),
an
S
Corporation
will
recognize
gain
upon
a
distribution
of
appreciated
assets
in
liquidation
in
the
same
manner
as
a
C
Corporation.
As
a
"pass-through"
entity,
this
gain
is
taxed
on
the
shareholder’s
return
and
it
gives
the
shareholder
a
stock
or
debt
basis
step-up.

If
a
corporation
has
always
been
an
S
corporation,
there
is
generally
little
to
no
IRC
section
331
gain
or
loss
at
the
shareholder
level.
If
the
shareholder
return
reflects
a
significant
IRC
section
331
gain
or
loss,
the
shareholder's
basis
computation
needs
to
be
examined.

On
the
other
hand,
if
the
corporation
was
formerly
a
C
Corporation,
there
may
be
a
built-in
gains
tax
to
the
S
Corporation
on
the
appreciation
of
assets
while
the
C
Corporation
was
in
existence
(see
IRC
section
1374)
and
there
could
be
IRC
section
331
gain
or
loss
on
liquidation.
Also,
examiners
should
be
aware
of
potential
IRC
section
1245
recapture
at
the
time
of
conversion
as
another
possible
source
of
built-in
gain.

Distribution
of
installment
obligations.
There
are
special
rules
dealing
with
the
distribution
of
an
installment
obligation
in
a
corporate
liquidation.
Under
normal
C
corporation
rules,
the
C
corporation
would
recognize
any
remaining
deferred
installment
gain
upon
distribution
of
the
installment
note
in
liquidation
(IRC
section
453B(a)).
For
S
corporations,
two
separate
rules
deal
with
the
distribution
of
installment
obligations
in
liquidation.
The
two
situations
are
as
follows:

If
the
S
corporation
has
an
installment
obligation
from
the
sale
of
an
asset
in
the
normal
course
of
business
(before
the
adoption
of
the
plan
of
liquidation),
the
S
corporation
must
recognize
any
deferred
gain
when
it
distributes
the
installment
obligation
to
its
shareholders.
(IRC
section
453B(a)).

If
the
S
corporation
acquires
an
installment
obligation
from
the
sale
of
its
assets
during
the
12-month
period
beginning
with
the
adoption
of
the
plan
of
liquidation,
the
S
corporation
will
not
be
required
to
report
the
deferred
gain
when
it
distributes
the
installment
obligation
to
its
shareholders
in
liquidation.
(IRC
section
453(h)
and
IRC
section
453B(h)).
If
the
S
corporation
is
not
required
to
report
the
deferred
gain
when
it
distributes
the
installment
obligation
(i.e.,
the
obligation
was
acquired
during
the
final
12
months
and
after
the
adoption
of
a
plan
of
liquidation),
then
the
shareholder
reports
the
gain
on
the
installment
obligation
as
payments
are
received.
In
other
words,
the
shareholder
can
treat
the
payments
received
on
the
note,
rather
than
the
note
itself,
as
consideration
received
for
the
stock
in
liquidation.
The
basis
of
the
installment
obligation
is
ignored,
and
the
shareholder's
"allocated"
stock
basis
in
substituted
for
the
basis
in
the
installment
obligation.

IRC
section
338(h)(10)
Election
-
If
the
shareholder
sells
the
corporate
stock
to
the
purchaser,
the
shareholder
would
report
the
gain
or
loss
on
sale,
but
there
is
no
corporate
gain
or
loss
and
the
corporation
continues
to
operate
as
before.
There
is
no
corporate
liquidation.
But,
if
the
purchaser
wants
a
step-up
in
basis,
as
if
it
had
acquired
the
assets
directly,
an
IRC
section
338(h)(10)
election
can
be
made.
In
that
situation,
there
is
a
deemed
sale
of
the
assets
by
the
corporation.
The
S
corporation
reports
the
gain
on
the
final
S
corporation
return,
which
flows-through
to
the
old
shareholder(s).
There
is
then
a
deemed
distribution
of
the
sales
price
in
liquidation
of
the
S
corp.
Note,
there
is
no
one-day
return
in
an
S
corporation
IRC
section
338(h)(10)
election.
Both
the
purchaser
and
the
shareholder(s)
must
elect
IRC
section
338(h)(10).
The
election
is
made
on
Form
8023
and
is
due
the
15th
day
of
the
ninth
month
beginning
after
the
month
in
which
the
acquisition
occurred.

Nondeductible
and
noncapital
expenditures
must
reduce
the
S
Corporation's
basis,
per
Treas.
Reg.
section
1.1367-1(c)(2).
Otherwise,
an
S
Corporation
paying
a
large
nondeductible
item
could
then
liquidate,
and
ultimately
reduce
the
amount
of
gain
reportable
by
the
shareholders
under
IRC
section
1001(a).

4.11.7.9
(12-01-2004)
Statute
Control

Examiners
should
be
aware
of
the
possibility
of
a
liquidating
corporation
requesting
a
prompt
assessment
of
tax
under
IRC
section
6501(d).
Such
a
request
will
shorten
the
statute
of
limitations
from
three
years
to
18
months.

The
life
of
a
corporation
which
has
been
dissolved,
liquidated,
or
merged
out
of
existence
is
governed
by
state
law.
If,
under
state
law,
a
corporation's
existence
has
terminated,
than
any
power-of-attorney
secured
prior
to
the
"death"
of
the
corporation
would
also
be
terminated.
A
consent
to
extend
the
statute
of
limitations
signed
by
the
representative
after
the
termination
of
the
corporation
may
be
held
invalid.

The
Tax
Court
has
held
that
a
Form
872-A
signed
by
a
representative
after
a
Delaware
corporation
was
merged
out
of
existence
was
invalid.
The
Court
ruled
that
under
Delaware
law,
the
corporation's
existence
ceased
upon
its
merger
into
another
entity.
Thus,
the
representative
was
no
longer
authorized
to
act
on
behalf
of
the
corporation
(Malone:
T.C.
Memo
1992-661).

If
there
is
any
question
involving
state
law
on
a
dissolved,
liquidated,
or
merged
corporation,
and/or
the
validity
of
a
statute
extension
or
power-of-attorney,
an
opinion
should
be
promptly
requested
from
Area
Counsel.

If
there
is
a
valid
S
election,
there
is
generally
no
S
corporation
statute
and
the
statute
is
controlled
at
the
shareholder
level.
However,
there
are
two
situations
where
the
S
corporation
statute
must
be
protected.
They
are
as
follows:

There
is
an
entity
level
tax,
such
as
the
built-in
gains
tax.

There
is
doubt
as
to
whether
the
S
Corporation
election
is
valid.

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